Common use of Organizational, Distribution and Offering Fee Clause in Contracts

Organizational, Distribution and Offering Fee. The Fund shall pay the Manager out of Capital Contributions a one-time organizational, distribution and offering fee in an amount equal to 3.5% of the total Capital Contributions, without considering any discounts or waivers of fees (the “Organizational, Distribution and Offering Fee”). The Organizational, Distribution and Offering Fee is intended to cover all Organizational Expenses of the Fund incurred directly by the Manager in connection with the offer and sale of the Shares, including outside legal Expenses, outside accounting Expenses, consulting fees, printing, filing, postage and other Expenses of organizing the Fund, distribution and selling costs and closing costs for the offering of the Shares. The fee shall be payable on the Effective Date as to the Shares purchased through that date and on each date thereafter on which the Fund receives and collects full payment for additional accepted subscriptions for Shares. If the Organizational Expenses exceed 3.5% of the aggregate Capital Contributions, the Manager shall pay such excess.

Organizational, Distribution and Offering Fee. The Fund shall pay the Manager out of Capital Contributions a one-time organizational, distribution and offering fee in an amount equal to 3.5% of the total Capital Contributions, without considering any discounts or waivers of fees (the “Organizational, Distribution and Offering Fee”). The Organizational, Distribution and Offering Fee is intended to cover all Organizational Expenses of the Fund incurred directly by the Manager in connection with the offer and sale of the Shares, including outside legal Expensesexpenses, outside accounting Expensesexpenses, consulting fees, printing, filing, postage and other Expenses expenses of organizing the Fund, distribution and selling costs and closing costs for the offering of the Shares. The fee shall be payable on the Effective Date as to the Shares purchased through that date and on each date thereafter on which the Fund receives and collects full payment for additional accepted subscriptions for Shares. If the Organizational Expenses exceed 3.5% of the aggregate Capital Contributions, the Manager shall pay such excess.